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TIVAN LIMITED Proxy Solicitation & Information Statement 2008

Jul 6, 2008

65967_rns_2008-07-06_f9df66ba-64ad-43c8-9257-836235203981.pdf

Proxy Solicitation & Information Statement

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T N G L I M I T E D

A B N 1 2 0 0 0 8 1 7 0 2 3

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 11 August 2008 at 10:00am (WST).

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Directors by telephone on (08) 9327 0900.

TNG LIMITED

A B N 1 2 0 0 0 8 1 7 0 2 3

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of TNG Limited will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 11 August 2008 at 10:00am (WST) ( 'General Meeting' ).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form comprise part of this Notice of Meeting.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company on 9 August 2008 at 10.00am (WST).

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Authorise Execution of Underwriting Agreement

To consider, and if thought fit, pass as an ordinary resolution, the following:

"That Shareholders approve the underwriting agreement between the Company and Kirke Securities Limited in respect of the Rights Issue."

2. Resolution 2 – Authorise Directors to Sub-Underwrite Rights Issue

To consider, and if thought fit, pass as an ordinary resolution, the following:

"That, in accordance with Chapter 2E of the Corporations Act, Shareholders authorise the directors to sub-underwrite the Rights Issue".

3. Resolution 3 – Approve Placement Facility

To consider, and if thought fit, pass with or without amendment as an ordinary resolution the following:

"That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to issue up to 20,000,000 Shares at an issue price not less than 80% of the average market price for Shares on the five trading days prior to the issue of the Shares ( "Placement

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Facility" ) to institutional and professional and sophisticated investors on the terms and conditions outlined in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of that person.

However, the Company will not disregard a vote if:

  • (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Appoint Mr Paul Burton as Director

To consider, and it thought fit, pass as an ordinary resolution, the following:

"That, in accordance with article 6.2(c) of the Constitution and for all other purposes, Mr Paul Burton be appointed as director of the Company with immediate effect."

5. Resolution 5 – Section 195 Approval

To consider, and if it thought fit, pass as an ordinary resolution, the following:

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice.”

BY ORDER OF THE BOARD

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John W Barr Chairman Dated: 7 July 2008

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TNG LIMITED

A B N 1 2 0 0 0 8 1 7 0 2 3

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 11 August 2008 at 10.00 am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice of Meeting. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of Meeting.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice of Meeting and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice of Meeting. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the General Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the General Meeting in person.

3. Resolution 1 – Authorise Execution of Underwriting Agreement

Resolution 1 seeks Shareholder for the approval of the underwriting agreement between the Company and Kirke Securities Limited ( Underwriter ) in respect of the Rights Issue ( Underwriting Agreement ).

The material terms and conditions of the Underwriting Agreement are in Schedule 2.

Shareholder approval is a condition of the Underwriting Agreement. If Shareholders do not approve this Resolution the Company and the Underwriter will not be obliged to perform their obligations under the Underwriting Agreement. Accordingly, the amount raised by the Rights Issue will be determined by the amount of Shareholder acceptances of the Rights Issue and the ability of the Directors to place the Shortfall to parties not associated with the Directors.

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4. Resolution 2 – Authorise Directors to Sub-Underwrite Rights Issue

4.1 General

Resolution 2 seeks Shareholder authorisation pursuant to Chapter 2E of the Corporations Act for the Directors to sub-underwrite the Rights Issue.

The Company has executed the Underwriting Agreement. Each of the directors has executed a sub-underwriting agreement in respect of the Rights Issue with the Underwriter. The performance of each Director of his obligations under the subunderwriting agreement is conditional on Shareholders approving this Resolution. The performance of the Underwriter's obligations under the Underwriting Agreement is also subject to Shareholders passing this Resolution.

If Shareholders do not approve this Resolution the Company and the Underwriter will not be obliged to perform their obligations under the Underwriting Agreement. Accordingly, the amount raised by the Rights Issue will be determined by the amount of Shareholder acceptances of the Rights Issue and the ability of the Directors to place the Shortfall to parties not associated with the Directors.

Shareholder approval is required under section 208 of the Corporations Act because the Directors are related parties of the Company.

4.2 Specific Information Required by section 219 of the Corporations Act

For the purposes of section 219 of the Corporations Act information is provided as follows:

  • (a) Pursuant to the sub-underwriting agreement the Directors are each required to subscribe for the Shares not subscribed for under the Rights Issue. The effect of the Directors participation in the sub-underwriting is as follows:
Director
Current
number of
Shares

Current
%
holding
of
Shares
Current
number of
Options

Entitlement
to Shares
under the
Offer
Maximum
number of
Shares
under the
sub-
underwritten
commitment


Maximum
number of
Shares
following the
Offer

Maximum
percentage of
Shares
following the
Offer
John W
Barr
7,480,000 3.88% 3,000,000 1,870,000 3,333,333 12,683,333 5.26%
Neil
Biddle
7,156,625 3.71% 3,000,000 1,789,156 6,666,666 15,612,447 6.48%
Michael
Bowen
3,265,090 1.69% 2,000,000 916,272 3,333,333 7,514,685 3.12%
Terence
Smith

5,272,710
2.74% 2,000,000 1,318,177 3,333,333 9,924,220 4.12%
Edward
Fry
1,876,785 0.97% 1,500,000 469,196 833,333 3,179,314 1.32%

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  • (b) No sub-underwriting fees are payable by the Underwriter to any subunderwriters, including the Directors.

  • (c) It is not possible to determine the number of Shares that each Director will be issued as a consequence of their sub-underwriting commitments as this will be determined by the number of Shareholders that take up their entitlement. The obligation of each sub-underwriter to take shortfall will be pro rata to the percentage of the Rights Issue offer that the sub-underwriter has agreed to subunderwrite.

  • (d) Assuming the last price of $0.095 (as in the table in Section 3.2(g) the value of the benefit given to Directors as a result of the sub-underwriting can be measured by calculating the difference between the share price of Shares and the price at which the Directors will be subscribing for Shares as a subunderwriter of $0.06. The difference is $0.035. The total benefit to each Director assuming they are called upon to sub-underwrite their entire sub-underwriting commitment is as follows:

Director Maximum number of
Shares under the sub-
underwritten
commitment
Total Amount of
difference between
Share price and Rights
Issue Price
John W Barr 3,333,333 $116,666.66
Neil Biddle 6,666,666 $233,333.31
Michael Bowen 3,333,333 $116,666.66
Terence Smith 3,333,333 $116,666.66
Edward Fry 833,333 $29,166.66
  • (e) Each Director has an interest in the Resolution under which he will subunderwrite the Rights Issue and therefore does not want to make a recommendation. In relation to the sub-underwriting of the Rights Issue by each of the other Directors each Director is in favour of the Resolution.

  • (f) The Company will raise a maximum of $1,050,000 from the sub-underwriting.

  • (g) Historical share price information for the last three months is below:

Price Date
Highest $0.26 1 April 2008
Lowest $0.08 3, 6, 13 and 17 June
2008
Last $0.095 1 July 2008
  • (h) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 2.

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5. Resolution 3 – Approve Placement Facility

5.1 General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the Placement Facility whereby the Directors will issue and allot up to 20,000,000 Shares at a price which is not less than 80% of the average market price of the Shares (calculated per Share) on the 5 trading days on which sales were recorded prior to the issue of the Placement Shares.

5.2 Listing Rule 7.1 – Shareholder Approval

Listing Rule 7.1 requires that Shareholder approval be obtained for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

While the issue of 20,000,000 Shares does not exceed the Company’s current 15% capacity, the effect of passing Resolution 3 is to allow the Directors to issue the Placement Shares during the 3 month period after the General Meeting (or such longer period as ASX may allow) without using up the Company's 15% placement capacity under Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

The Company has not yet made any agreement or arrangement to issue the Placement Shares or decided the number of Placement Shares to be issued (other than a maximum number of 20,000,000 Shares) and there is no certainty that it will proceed with the issue.

5.3 Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval in accordance with Listing Rule 7.1 as follows:

  • (a) the maximum number of Shares the Company can issue under the Placement Facility is 20,000,000 Shares;

  • (b) the Company will issue the Shares no later than 3 months after the date of the General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2);

  • (c) the issue price of the Placement Shares will be at least 80% of the average market price of the Shares on the 5 trading days on which sales were recorded prior to the issues of the Placement Shares (calculated per Share);

  • (d) the identities of the participants in the Placement Facility are unknown, however they will be institutional, professional and sophisticated investors who are not related parties of the Company;

  • (e) the Placement Shares are ordinary fully paid shares in the capital of the Company;

  • (f) the amount that the Placement Facility will raise is unknown at this time as the price at which the Placement Facility will be undertaken is unknown. However, if the closing Share price of $0.095 on 1 July 2008 is used the Placement Facility will raise $1,900,000 (before costs) and the funds will be used for working capital;

  • (g) the allotment of Placement Shares will occur progressively; and

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(h) a voting exclusion statement is included in the Notice.

6. Resolution 4 – Appoint Mr Paul Burton as Director

Article 6.2(c) of the Constitution states that the Company in general meeting may by ordinary resolution appoint any person as a Director.

The Directors propose that Mr Paul Burton be appointed as a Director.

A brief resume of Mr Burton is below:

Mr Paul Burton is an Exploration Geologist/Geochemist with over 20 years experience in Exploration and Mining.

Mr Burton is experienced in running successful exploration programs for a variety of commodities and has held consulting and senior management roles with major exploration companies including De Beers Ltd, Normandy Exploration Limited and Minotaur Exploration Ltd. His experience includes work throughout Australia, Canada, Russia, Africa and Laos.

Mr Burton graduated with an MSc in Mineral Exploration from McGill University, Canada, is a Member of AusIMM and a Fellow of the Association of Exploration Geochemists.

Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

7. Resolution 5 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

The Directors may have a material personal interest in the outcome of Resolution 1. In the absence of this Resolution 5, the Directors may not be able to form a quorum at directors' meetings necessary to carry out the terms of Resolution 1.

The effect of Resolution 5 is to enable the Directors to do all things necessary on behalf of the Company to effect its obligations under the Underwriting Agreement.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

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Schedule 1 – Definitions

In this Notice and Explanatory Memorandum:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691), and where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Company or TNG means TNG Limited ABN 12 000 817 023.

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

General Meeting has the meaning given in the Notice of Meeting.

Listing Rules means the listing rules of ASX.

Notice of Meeting means this notice of General Meeting.

Option means an option to acquire a Share.

Placement Facility has the meaning in Resolution 3.

Placement Shares means the Shares to be issued under the Placement Facility.

Resolution means a resolution referred to in this Notice of Meeting.

Rights Issue or Offer means the Company's non-renounceable pro-rata offer proposed to be lodged at ASIC on or about 4 July 2008 in respect of 1 Share for every 4 Shares held each at an issue price of $0.06 to eligible Shareholders at the record date.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

Underwriter means Kirke Securities Limited.

Underwriting Agreement has the meaning in section 3 of the Explanatory Memorandum.

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 2 - Underwriting Agreement

On 2 July 2008, the Company and the Underwriter entered into the Underwriting Agreement pursuant to which the Underwriter agreed to fully underwrite the Offer.

The Underwriter is not required to underwrite the Offer and subscribe for the shortfall shares unless:

  • (a) the Underwriter is satisfied as to the form of the Offer document;

  • (b) the Company establishes a due diligence committee for the purpose of meeting the statutory requirements in respect of the Offer and the Underwriter is satisfied in its absolute discretion with a report prepared by that committee;

  • (c) the Underwriter advises the Company in writing that it is satisfied in its absolute discretion with its due diligence enquiries in respect of the Company;

  • (d) the Underwriter procures such persons to sub-underwrite the Offer as the Underwriter in its absolute discretion thinks fit.

The Underwriting Agreement terminates immediately if any of the conditions above are not satisfied or waived by the date of lodgement of the Offer document.

The Underwriting Agreement is subject to and conditional upon:

  • (a) The Company obtaining Shareholder approval for the Underwriting Agreement; and

  • (b) Shareholders authorising the Directors to sub-underwrite the Offer.

By the Underwriting Agreement, the Company will immediately, after the issue of the underwritten shares, pay to the Underwriter an underwriting fee of 2% of the aggregate offer price of the underwritten shares, estimated to be $57,805.

Additionally, the Company will pay all professional and third party fees incurred by the Underwriter in respect of the Offer.

The Company must pay the Underwriter on demand a fee equal to 2% of the total aggregate issue price of the underwritten shares if the Company terminates the Underwriting Agreement without due cause or in bad faith.

The Underwriting Agreement contains termination clauses that relieve the Underwriter of its obligations if certain events occur. These include:

  • (a) ( Announcement and application for quotation) The Company does not make an announcement of the Offer or apply for quotation of the underwritten shares with ASX in accordance with the agreed timetable.

  • (b) (Offer document) The offer document or the offer is withdrawn by the Company.

  • (c) (No Official Quotation) ASX does not give approval for the underwritten shares to be quoted.

  • (d) (Supplementary offer document) The Underwriter reasonably forms the view that a supplementary or replacement document must be issued.

  • (e) ( Non compliance with section 708AA of the Corporations Act ) The Offer is not conducted in accordance with section 708AA of the Corporations Act.

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  • (f) ( Prohibition on acquisition of underwritten shares ) The Underwriter is prohibited from acquiring the underwritten shares by reason of the takeover provisions in the Corporations Act.

  • (g) ( Misleading offer documentation ) There is a misleading omission from or the offer documentation contains a material statement that is misleading or deceptive.

  • (h) (Restriction on allotment) The Company is prevented from allotting the underwritten shares.

  • (i) (Index change) The S&P ASX 200 Index as determined at close of trading falls to a level that is 90% or less of the level at the close of trading on the date of the agreement.

  • (j) (Indictable offence) A Director of the Company or any related body corporate is charged with an indictable offence.

  • (k) (Return of capital or financial assistance) The Company or a related body corporate takes any steps to undertake a return of capital or to pass a resolution seeking financial assistance without the prior written consent of the Underwriter.

  • (l) (Banking facilities) The Company's bankers terminate or issue any demand or penalty notice or amend the terms of any existing facility or require additional security for any existing facility.

  • (m) (Change in laws) Legislation is introduced, a public announcement of prospective legislation or policy is made or a regulatory authority adopts regulations or policy which does or is reasonably likely to prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock markets generally.

  • (n) (Failure to comply) The Company or any related body corporate fails to comply with a provision of its constitution, any statute, any regulatory requirement or material agreement and that failure to comply has a material adverse effect.

  • (o) (Alteration of capital structure or constitution) Except as described in the offer document, the Company alters its capital structure or its constitution without the prior written consent of the Underwriter.

  • (p) (Hostilities) There is an outbreak of significant hostilities or a major escalation in existing hostilities after the date of the agreement involving one or more of Australia, Japan, Russia, the United Kingdom, Germany, the United States of America, the Peoples Republic of China, North Korea or South Korea or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world.

  • (q) (Extended force majeure) A force majeure, which prevents or delays an obligation under the agreement exists and lasts in excess of two (2) weeks.

  • (r) (Default) The Company is in default of any of the terms and conditions of the agreement or breach of any warranty or covenant given or made by it under the agreement.

  • (s) (Adverse change) Any adverse change occurs in respect of the Company or its assets which has a material adverse effect.

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  • (t) (Investigation) Any person is appointed under any legislation in respect of companies to investigate the affairs of the Company or a related body corporate.

  • (u) (General meeting required) ASX or ASIC or any other governmental agency requires the Company to convene a general meeting to consider any aspect of the issue of the underwritten shares.

  • (v) (Due diligence) There is a material omission from the results of the due diligence investigation performed in respect of the Offer or the results of the investigation or the verification material is materially false or misleading.

  • (w) (Prescribed occurrence) A prescribed occurrence occurs such as where the Company or a related body corporate converts its shares, reduces its share capital, enters into a buyback agreement, grants options over its shares, issues convertible notes, agrees to dispose of a substantial part of its business or property or charge a substantial part of its business or property or suffers an insolvency event.

  • (x) (Suspension of debt payments) The Company suspends payment of its debts generally.

  • (y) (Event of insolvency) An event of insolvency occurs against the Company or a related body corporate.

  • (z) (Judgment) A judgment in an amount exceeding $50,000 is obtained against the Company or a related body corporate and is not set aside or satisfied within seven (7) days.

  • (aa) (Takeovers Panel) The Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Part 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel and that such a declaration or application has a material adverse effect.

For the purposes of the above paragraphs, "material adverse effect" means an actual material adverse effect on the assets, financial condition, financial position, prospects, business or operations of the Company and any related body corporate either individually or taken as a whole or an event which could, in the reasonable opinion of the Underwriter, give rise to a liability of the Underwriter under the Corporations Act in respect of the Offer or where the Underwriter's obligations under the agreement become materially more onerous than those which exist at the date of the agreement.

As a term of the underwriting, the Company has agreed to indemnify the Underwriter, its related bodies corporate and their respective directors, officers, employees, agents, representatives and advisers from and against any and all claims, actions, damages, losses, liabilities, costs or expenses including costs for legal advice on a solicitor/client basis (Losses) which any indemnified party incurs or suffers in respect of or in any way relating to the Offer, the offer document or the agreement including any Losses in connection with any investigation, inquiry or hearing by ASIC, ASX or a government agency.

The Underwriting Agreement also contains covenants, warranties, representations and other terms usual for an agreement of this nature.

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TNG LIMITED

ABN 12 000 817 023

P R O X Y F O R M

The Company Secretary TNG Limited

By delivery: Level 1, 282 Rokeby Road SUBIACO WA 6000

By post: By facsimile: Level 1, 282 Rokeby Road +61 8 9327 0901 SUBIACO WA 6000

I/We[1] _________________

of ______________

being a Shareholder/Shareholders of the Company and entitled to ___________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 11 August 2008 (WST) at 10:00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

The chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Authorise Underwriting Agreement
Resolution 2 Authorise Directors' to Sub-Underwrite Rights Issue
Resolution 3 Approve Placement Facility
Resolution 4 Appoint Mr Paul Burton as Director
Resolution 5 Section 195 Approval
Authorised signature/s
This sectionmustbe signed in accordance with the instructions overleaf to enable your
Authorised signature/s
This sectionmustbe signed in accordance with the instructions overleaf to enable your
Authorised signature/s
This sectionmustbe signed in accordance with the instructions overleaf to enable your
voting instructions to be implemented.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Director Director/Company Secretary
Secretary
_______
_____
_______
Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the body corporate to attend the meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at, posted to or received by facsimile transmission at Level 1, 282 Rokeby Road, Subiaco, WA 6008 or Facsimile (08) 9327 0901 if faxed from within Australia or +618 9327 0901 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the General Meeting (WST).

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